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Terms and Conditions of Service

HELLO! IF YOU ARE READING THIS DOCUMENT, YOU WILL BE PART OF ZISSMO SOON

WE WILL MAKE IT AS SIMPLE AS POSSIBLE…

General Terms of Service

The following Terms and Conditions of service, govern the registry, use, and interactions in the Zissmo Platform.

To access the Zissmo Platform, it is necessary that you accept the terms and conditions indicated below (“Terms and Conditions”). In case of non-acceptance of the Terms and Conditions, you will not be able to access, or interact with, the Zissmo Platform. In any case, if you do not accept these Terms and Conditions, you can access the public information of our site.

Without limiting the foregoing or any other assertion on the contrary exposed in these Terms and Conditions, Zissmo will always have absolute and unlimited right to reject any User, cancel any User account, eliminate any User Content or publish any non-confidential User Content, also for advertising and marketing purposes of Zissmo and/or the Zissmo Platform.

Definitions

Platform Content: All available information, both for users or for the general public, within Zissmo.com platform. The information is given directly by Zissmo (“Zissmo Content”), or any user, whether a startup, a service provider, a mentor, incubators, accelerator, investors, commercial or professional Zissmo alliances, as well as Zissmo related entities; without damaging the intellectual and/or industrial property that protects Platform users (“User Content”) .

Investor: Duly registered investor, creating his/her profile and giving the required information by Zissmo, obtaining a user and password that allows him/her to interact on the Platform and has accepted these Terms and Conditions.

Accredited Investor: A registered Investor qualifies as Accredited according to the Securities regulations of the United States of America.

Sophisticated Investor: A registered Investor qualifies as Sophisticated according to the Securities regulations of the United States of America.

Zissmo: Commercial name of Zissmo SpA, a society legally established in the Republic of Chile, with an office at 107 Alcántara, Las Condes, Santiago, Chile, and its related entities conform to the Chilean and US laws.

Startup: Duly registered startup, obtaining a user and password that allows it to interact with the Platform and has accepted the Terms and Conditions. Note that Zissmo’s internal regulation considers a startup definition to use that user on the platform.

User: Any natural or legal person or any other entity type, who has correctly registered in the Zissmo Platform, with a profile on the platform and that has accepted these Terms and Conditions.

Materialized Investment: Any capital raising process started or previously negotiated in the platform.

Digital Investment Rounds (DIR): Investment processes performed through a Platform module where Registered Investors participate in capital raising processes with the participant startups.

Digital Investment Round Basis: Lineaments that establish the responsibilities and rights that must be accepted by the parties in a DIR.

Investment Fund: Collective investment institution that raises funds from several natural or legal investors, to invest them in different financial instruments.

Sponsor: Natural or legal person that promotes the Zissmo brand advertising. The entities that are constituted as Zissmo sponsors are duly indicated in the platform, as well as their association to the Zissmo brand, in digital, and in-person events that have coverage in the geographical area of these entities.

Provider: Entities that provide diverse types of services or different kinds of products to give more value to the startups, whose service/product validity has been confirmed by Zissmo and confirmed/evaluated on a recurring basis by the Zissmo platform users.

Mentor: Person with extensive professional experience in a particular subject whose aim is to provide lineaments and share knowledge systematically to generate high value to the startups.

Incubator: Programs made by Institutions which aim is to help to develop early-stage startups.

Accelerator: Programs of delimited periods made by Institutions which aim is to provide mentoring and coaching to a predefined universe of startups.

Blockchain: Distributed ledger database for recording transactions, more commonly known as blocks. Blockchain technology enables users to share their ledger of transactions. The record of events gets distributed to all participants in a given network, who in turn use their computers to validate the transactions; thereby removing the need to have a third-party intermediary such as a bank or central clearing center. Blockchain records can only be updated by consensus of a majority of the participants in the system and, once entered, information can never be erased – providing a detailed audit trail of all associated events.

Scout: User on the platform who is continuously searching for innovative technologies and solutions to offer them to mature companies as market knowledge or potential acquisitions.

Zissmo Report: Tool for adding valuable information to accelerate the capital raising process with entirely or partially validated data by one or various individuals (Zissmo platform’s internal and/or external providers).

Zissmo Benefits: Zissmo will make available to the users, products, and services at promotional prices that will be negotiated by Zissmo with diverse providers attending each geographical market, without affecting current or eventual services given by Zissmo.

What is the Zissmo Platform?

Zissmo is a peer-to-peer platform designed to connect startups and investors around the world.

For Startups: The most comprehensive business profile, ready to be scouted by investors, plus a suite of acceleration resources to speed up this process.

For Investors: The biggest validated database of startups that will allow them to find investment opportunities in every continent through a fully charged dashboard with filters, reports, and data analytics tools.

Zissmo is a suitable tool to accelerate the growth of startups in the community because it constitutes itself, a global showcase for members’ products and services.

Zissmo offers very attractive tools to its Users. For registered Investors that are looking to evaluate and invest in startups (especially in early stages), we provide accurate information of the Startups, with the possibility, for the registered Investors and Scouts to acquire complete and detailed information of the Startups on the Platform, for example, through our Zissmo Report. We have built the Zissmo Platform to satisfy the community necessities of venture capital, funding and mentoring. Subject to these Terms and Conditions, Zissmo requests information from their Users, especially from Investors, for compliance with the current regulations to avoid money laundering and other illicit activities. However, Zissmo does not, nor cannot guarantee, that the information given by the Users will not be modified after creating their profiles. Every user has the responsibility and obligation to update this information regularly. Within the legal framework of each country in which Zissmo has a presence, through a legal society or agency or active platform members existence, Zissmo will comply with the current regulation that obligates to provide users and performed transactions information on the Platform, without affecting the confidentiality obligation that we have with our users and Platform members.

To use the Zissmo Platform, you should use a compatible Internet browser with our platform.

Users

Startups: If you are a Startup user, you may upload information about your business, including confidential information, and you may define which users will be able to see that information. Nevertheless, you should ponder that Zissmo does not have any control over the actions of investors or Institutions. In any case, you should contemplate that Zissmo does not execute any mandatory control over the actions of other users. Zissmo may take convenient measures anytime for the adequate Platform use and restrictions that allow users a careful and responsible Platform use, always reserving the right to exclude or remove those users that misuse Platform or hinder, perturb or bother in any way the correct use of the Platform by the rest of the users.In the same way, without forgetting our obligations of taking reasonable measures to prevent technical inconveniences, Zissmo does not guarantee that the Platform cannot be subject to computer errors or cyber attacks, which could eventually mean unauthorized access to confidential material or information.

Investors: Our members who have created an investor profile, duly registered, may have access to confidential Startup information, either directly, by obtaining a Zissmo Report, or participating in a Digital Investment Round (DIR). The information that an Investor may access depends on the Investor type that has been defined at the moment of creating the profile, and could be one of these:

In case a group of investors decides to invest in startups in the Platform, through an Investment Fund, that Investment Fund will have a Scout nature for Information access. Those Investment Funds that are managed by any entity related to Zissmo will not be subject to the payment of any membership.

In any case, to sign in to the Platform through an Investment Fund, managed by entities related to Zissmo, all the contributors must be registered Investors in the Platform. Those Investors that were not previously registered should sign in to the platform, create their profile, and fulfill the requirements of the process, before acquiring a participation in the Fund.

In the case that an Investment Fund, not managed by entities related to Zissmo, pretended to participate in investment processes in the Platform, that Fund should be incorporated as a Platform member and fulfill the requirements for being registered as an investor. The fund and/or its administrator must inform the contributor identities, and it will be your responsibility of maintaining up-to-date information in Zissmo. In this case, the Fund will be subject to the terms and general conditions and qualified as “Great Investor” for profile creation process
Subject to these Terms and Conditions, Zissmo requests information from its Users, especially from Investors for fulfilling the current regulations to avoid money laundering and other illicit activities. However, Zissmo does not guarantee or can guarantee, that the information given by the Users will not be modified after creating the profiles. Every user has the responsibility and obligation to upload this information regularly. Within the legal framework of each country in which Zissmo has a presence, through a legal society or agency or active platform members existence, Zissmo will comply with the current regulation that obligates to provide users and performed transactions information on the Platform, without affecting the confidentiality obligation that we have with our Platform users and members.

Providers: Our members who create a Provider profile will have access to the Startup profile information. These profiles can exhibit current providers and aspects without providers. The Providers will be ranked by platform users, previously accepted as contacts by the provider and who have been or are their clients.In the case that a Provider obtains an under-3 score (1 to 5 score), by three different users (users cannot be legal entities that share partners or shareholders) in a 6-month period, will be removed of the catalog of providers. This user may request a case review directly to the Zissmo administration, who will require documentation to support his/her case. Zissmo agrees to review your case but is not obligated to reactivate your account.

The Provider may eventually change settings of its account to use the online payment tools available to make payment activities through the platform.

The Provider may contact other Providers from other geographic markets to generate strategic alliances which may be promoted through the platform.

Mentors: Our members who create a mentor profile will have access to the Startup information to provide resources (time, contacts, etc.) to the chosen startups. In the same way, Startups may review the lists of existing Mentors in the platform where the specialty subjects will be indicated, being able to request the Mentor’s help. This one may decide whether to contact and advise that startup. The mentor user is obligated to not charge in money or kind for the resources provided to the startups. The Zissmo Platform commits not to charge memberships to registered users as Mentors.In the case the Mentor is part of an organization (incubator, accelerator, etc.), that organization may access the Mentor’s activities information, which includes, but is not limited to: i) advised startups, ii) number of communications in the platform, etc.

Startup related Institutions (SI): Zissmo creates this profile for Startup related Institutions. This profile may be used by SIs as a master administrator account for their network resources (startups, providers, mentors, investors, etc.).

Use License

Subject to these Terms and Conditions, which constitute the formal and legally binding agreement between Zissmo and the Users, Zissmo (through the related entity(s) that hold the respective intellectual or industrial property) grants you a non-exclusive, revocable and non-transferable license to use the Zissmo Platform. All right, title and attached interest to the Zissmo Platform (excluding the content of each User) are and will be the exclusive property of Zissmo, its related entities and/or licentiates.

Some Zissmo benefits are free, while others involve a fee payment. For more information, please check payment section below.

Operations in the Platform

Zissmo offers to registered investors the possibility of investing in the registered Startups in the Platform. This is a relevant possibility for Startups because this platform represents a showcase for their projects, which will be permanently observed and analyzed for Investment purposes.

For these purposes, the investment may materialize in two principal forms: Direct Investment or Digital Investment Rounds (DIR)

Direct Investment: Through the platform, registered investors can directly contact the startups of its interest. For these purposes, each Startup profile will have basic information about its business. In any case, Investors may access more information about a particular Startup, obtaining the Zissmo Report of that Startup (this one has to upload enough information to create this report). The Zissmo Report will contain detailed information from both Startup and its Founders and team, information that may or may not be validated by third-party providers. These, which validated that information, may or may not be validated providers by the Platform. This validation will depend on the particular case.Depending on the type of registered investor, there is a certain number of downloaded Zissmo Reports from the platform, with no additional cost to the Registered Investor.

It should be noted that registered Startups in the Zissmo Platform, and in compliance with these Terms and Conditions, agree that the shares given to the Investors, as a result of materialized capital raisings or negotiations in Zissmo.com, will be freely transferable among all the registered investors of the Platform, whatever the country of residence of the registered Investor.

The regulation relative to applicable securities offer to each Registered Investor, and each Startup must be strictly observed and complied with by the involved parts. Zissmo is not responsible for committed infractions of the interested parties in a specific transaction or assumes any responsibility dealing with the parties and the securities, taxing or legal authorities of any country of the parties. Without affecting that above, Zissmo may make available to Registered Investors and Startups, a system that allows the transactions’ automation, a system that may have a definition concerning regulation which may weigh on a particular transaction, attended to the address of the involved parts.

Digital Investment Rounds: The DIRs are investment processes that will periodically take place on the Zissmo Platform. These processes will take place in a specific module inside the Platform. The aim of this plan is giving the opportunity to Registered Investors to participate in capital raising processes of a precise number of startups in a specified period.The investment regulation in the startups of the platform is a fundamental base for Zissmo. That is why our vision focuses on the possibility of generating a particular global-level market for startups, based on technology that allows safe transactions and with a specific and private regulation that grants confidence to all the involved statements and authorities of each country, regarding the legality of the transactions and compliance with the legal provisions that may be applicable in each country.

Accredited Investors

The global nature of Zissmo.com, and the fact that our Registered Investors and Startups can successfully conclude the capital raising or similar processes, it is especially necessary to define the obligations of the involved parties in those transactions.

As expressly stated in these terms and conditions, the registered startups in the Platform accept unconditionally, and without changing the particular conditions that may be defined in a particular transaction, that the shares in a startup that raises capital in the Platform will be freely transferable and negotiable without restraint in the Zissmo.com Platform (through the disposed modules, processes and/or systems disposes by Zissmo), and only among the Registered Investors of the Platform, independent of the transaction parts’ jurisdiction.

Relative to the securities regulation applicable in each country, it is the responsibility of each part in a transaction, to comply entirely with the corresponding regulation in the respective operation. Zissmo will keep a summary of the current securities regulation in each jurisdiction, but it will be responsibility and obligation, both of the involved startups in a specific transaction, and the Registered Investors that participate in the Platform, to take stock of this, to comply entirely with the specific regulation.

For DIRs purposes, the DIR bases will contain a summary of applicable securities regulation in the country of residence of the startup that raises capital.

Zissmo allows Users to do an auto-accreditation process. Zissmo certifies and verifies the initial auto-accreditation of the Platform Investors. Nothing prevents a future change in the Registered investor’s information. Subject to these Terms and Conditions, the Investors understand that it is their responsibility to maintain their information up-to-date and that any information required by the competent authority will be given by Zissmo, according to the last update in the Platform. The information provided by the Registered Investors of Zissmo is confidential and will not be disclosed by Zissmo, except by a legal requirement of the competent authorities over the particular Investor, informing the circumstances to our Registered Investors, before giving the required information.

In any case of any transaction, the Users will be solely responsible for executing the corresponding formalities relative to any Registered Investor, without forgetting the validation policies adopted by Zissmo during the Investor’s profile setup. The Users, under these Terms and Conditions, understand and agree that Zissmo does not verify the normative, legal or regulatory compliance of those Users, regarding the applicable securities laws in their country’s jurisdiction, and legal or administrative regulations that regulate the corporate governance of any entity that may register as a Platform User. Each User is responsible for complying with the laws of its country. Zissmo reserves the right to exclude or remove Users who do not comply with the legal regulations of its country of residence. All User understands and acknowledges his/her responsibility and accepts the reserved rights of Zissmo.

Securities

Federal securities laws require that all sold securities in the United States be recorded in the Securities and Exchange Commission unless an exemption can be applied according to the current regulation. “Securities” is a broadly defined term in the securities regulation of the United States. This definition will include most investment opportunity types that offer early-stage or advanced societies, including promissory notes, convertible notes, options, guarantees, capital actions and other financing contracts that offer to third-parties a participation in the profit sharing or the future business growth without restraint. The securities laws applicable to those private securities investments are complicated and are currently in a changing process due to adopted changes as a part of the Jumpstart Our Business Start-up Act of 2012, in which creative and implementation process will be working with the Securities and Exchange Commission and the Financial Industry Regulatory Authority. These operations will be in comply with federal and state laws and, depending on the society and the investors’ location, may also be subject to foreign laws. To comply with certain provisions of the applicable law necessary to qualify for exemptions in the United States registry, there are limitations on the use of campaigns or advertising in general. Zissmo is not responsible for deciding whether any use of the Zissmo Platform constitutes a campaign or general publicity in compliance with the applicable law, nor is it manifested in this regard.

By using the Zissmo Platform you understand and agree that you are solely responsible for complying with all applicable laws in relation to any transaction in which you may be involved, including, without limitation, the decision of whether a certain Investor is an Accredited Investor and if an investment complies with the provisions of any US law (or any law of any US state or other foreign jurisdiction) or meets the criteria for obtaining an exemption from the registration and/or disclosure available under it.

Zissmo does not recommend investments, does not verify or review documents or communications from Users, and does not offer business, financial, investment, tax or legal advice. Zissmo does not claim to be a stockbroker or investment adviser, nor is it registered as such. Nothing included in the Zissmo Platform is intended to be, constitute, or be construed as a purchase or sale offer or as a recommendation on securities.

Payment

You must pay all fees or charges to your account under the terms of fees, charges and current billing at the time a fee or charge has expired and is payable. Payments must be made in accordance with the following table:

User

Monthly Fee

Annual Fee

Startups Free Forever

USD 0

USD 0

Providers

USD 50.00

USD 500.00

Small Investors

USD 50.00

USD 500.00

Scouts

USD 1500.00

USD 15000.00

Zissmo may unilaterally leave without effect the fees’ payment to one or more Users without cause. In the same way, Zissmo reserves the right to modify the indicated prices, with the only obligation to inform this situation to users at least forty-five (45) days in advance, either to their registered accounts or general information published in the Platform and/or other digital or written media.

Eligibility

To access and use most of the Zissmo platform, you must register for an account. If you are under 18, please do not register to create an account. Also, if you want to use the Zissmo Platform as an investor, you must be a Registered Investor and declare to Zissmo, complying with the information requirements for such purposes established in the process of creating the Investor profile.

Use Limitations

To better serve our Users and comply with applicable laws, Zissmo has a limited number of rules that regulate your behavior while using the Zissmo Platform and interact with other Platform users. For this, it is a Zissmo’s requirement and is part of these terms and conditions, that all Users read the following norms carefully, especially considering the rights that Zissmo reserves respect to the exclusion and/or expulsion of Users.

Data accuracy

All the recorded data that you provide to Zissmo must be real, reliable, up-to-date, accurate and complete. Any change in the settings of this information must be uploaded to the profile page, regardless of the confidential or non-confidential nature of the information. For more information about modifying, updating and/or accessing your stored data in Zissmo, see our Privacy Policy.

Passwords

During your registration, you must configure the user and password to sign in to your account. You are responsible for maintaining the confidentiality of this information and each and every activity and message that are made through your account. Zissmo is not responsible for misuse of the User’s information, and handling this information carefully is each Platform User's responsibility.

In case of detecting any unauthorized access to your account, the User must immediately contact our team, to take all the necessary measures to protect your information. If you lose or forget your password, please use the processes indicated for the user or password recovery established in the Platform. If you continue to have problems, contact our team at info@zissmo.com.

Compliance with applicable laws

You agree to use the Zissmo Platform only according to these Terms of Service. Also, you agree to not use the Zissmo Platform in any way that may infringe your jurisdiction laws. In addition, you may not use the Zissmo Platform to transmit any information that is obscene, defamatory, harassing, abusive, threatening or invasive to the privacy of any User, or that violates the intellectual property rights of any other person, or that hinders, prevents or threatens in any way the free Platform use for the rest of the Users.

Email

You cannot use the Zissmo Platform to send unsolicited commercial emails (spam) or to distribute unsolicited mass files, especially for the Service Provider Users. Zissmo may establish additional policies for the use of email features, such as maximum message retention times, a maximum number of the daily sent messages, maximum message size, among others.

You agree not to use or launch any automated system, including without restraint, “robots”, “spiders”, “offline readers”, etc., that access the Zissmo Platform to send more request messages to the Zissmo servers in a determined time period that can be reasonably delivered by a person in the same period using a conventional on-line web browser. Without affecting that above, Zissmo grants permission to public search engine operators to use spiders to copy website materials with the aim of creating navigable indexes of the available documents to the public, but not cache memories or files of that material. Zissmo reserves the right to cancel these exceptions either in general or specific cases. You agree not to collect or extract any personally identifiable information, including account names, from the Zissmo Platform, or use the communication systems provided by the Zissmo Platform for any commercial campaign purpose.

If you receive an email through the Zissmo Platform that infringes these rules, please notify this immediately by email to info@zissmo.com.

Privacy

Each User can manage the access and visibility to certain confidential, personal or private information through the Zissmo Platform, as long as it does not infringe the indicated rules in these Terms and Conditions. You cannot disclose information obtained in this way to third-parties, even on the Zissmo Platform, without the prior and written permission of that User. You, especially a “Provider” User, agree not to collect or gather User information accessible through the Zissmo Platform for commercial use or redistribution, including the target market of services not provided by Zissmo to individual Users. Zissmo reserves the right to cancel immediately, without notice or justification any User account who has violated this rule according to the Zissmo’s sole criterion.

Zissmo allows startup Users the option to publish a data subset to unregistered Users to promote its presence in Zissmo and invite to unregistered Users to join Zissmo. This includes basic information as name, location, and a brief company presentation, and other data, for example, company’s vision, videos, and members’ team profiles, among others.

The Zissmo Platform also provides to Institutions’ administrators the option of publishing a data subset to unregistered Users to promote its presence in the Zissmo Platform and invite to unregistered Users to join Zissmo Platform to allow private collaboration. This includes a profile to advertise Startups that includes basic information as name, location, investment preferences and holding companies.

Each user uploads and maintains all data exclusively for each respective User. Each User can (but does not have to) manage, by choosing to publish this information or eliminate it from the public domain. All other data introduced in Zissmo is shared exclusively with other Users in the Zissmo Platform by the affirmative action of the User; these details are only available privately for those Users, and always will be. Zissmo will never use this identifiable personal information.

Forbidden activities
As a general condition for the regular use of the Zissmo Platform, you agree not to use the Zissmo Platform for any prohibited purpose, according to these Terms and Conditions. In the Zissmo Platform access or use, you must comply with these Terms and Conditions and notices or special instructions for the access or use announced in the Zissmo Platform. You must act at all times by the law, ethics and good faith. You cannot make any change or alteration to the Zissmo Platform or any Zissmo content or function that may appear on the Zissmo Platform and, in no way you can harm the Zissmo Platform integrity or operation. Without limiting the generality of the rest of the provisions of these Terms and Conditions, if you breach, negligently or intentionally, the exposed obligations in these Terms and Conditions, you will be responsible for all losses and damages that this may cause to Zissmo, our affiliates, partners or licentiates.

You agree not to:

Publish, transmit or arrange in another way through the Zissmo Platform use or concerning this:
- Any information or material by itself or the publication, transmission or use of these that may or may be: (a) threatening, stalking, degrading, detestable or intimidating; (b) defamatory or slanderous; (c) fraudulent or malicious; (d) obscene, indecent, pornographic or censurable; or (e) protected by copyright, trademark, trade secret, advertising or privacy right or any other property right of any third-party.

- Any material that could lead to penal or civil responsibility, that encourages behaviors that constitute a serious crime; or that incites or provides instructions about illicit activities or “hacking,” “decrypt” or “phone hacking” activities.

- Any virus, worm, trojan, Easter egg, logic bomb, spyware, ransomware or any other code, file or program that may be harmful or invasive or that may or pretends to harm, hack, disable, interfere or interrupt the functioning, or controlling the use of any hardware, software or equipment.

- Any advertising, promotional material, “junk, spam or chain email,” “pyramid scheme” or investment opportunity, or any other form of unsolicited or unauthorized campaign that does not have the previous and written approval of Zissmo.

- Any identifiable personal information of another person without his/her prior consent.

- Any relevant non-public unauthorized information of a society, without proper authorization.

Use the Zissmo Platform with any fraudulent or illicit purpose.

Use the Zissmo Platform to defame, leverage, harass, stalk, threat or violate in another way the other’s legal rights, including, privacy rights or third-parties’ advertising rights without restraint, or to extract or obtain information about Zissmo Platform Users.

Impersonate the identity of any person or entity, including, any Zissmo or another society representative without restraint; state falsely or distort a person or entity affiliation in any way related to the Zissmo Platform; or express or imply that Zissmo supports any statement that you have made.

Interfere or interrupt the Zissmo Platform functioning or servers or networks used to make the Zissmo Platform available; or violate any requirement, procedure, policies or regulations of these networks.

Restrict or limit the Zissmo Platform use by any other person (including hacking or change of any Zissmo Platform part without restraint).

Reproduce, duplicate, copy, sell, resell, link or exploit by other media another part, use or access to the Zissmo Platform for commercial purposes.

Modify, adapt, translate, apply reverse engineering or disassemble any part of the Zissmo Platform.

Remove any notice about copyright, trademark or others property right or suggested materials of the Zissmo Platform.

Reply or frame any part of the Zissmo Platform.

Create a database by downloading and storing Zissmo Platform Content.

Use any robot, spider, searching application/web recovery or other manual or automatic devices to recover, index, crawl, research data of the Zissmo Platform by any way or reproduce, evade the navigation structure or Zissmo Platform presentation without previous written Zissmo consent.

User Referrals

We do not accept unsolicited suggestions and/or ideas. Any question, opinion, suggestion, idea or other information that any User provides to Zissmo about the Zissmo Platform (collectively, "Referrals") will be classified as non-private and non-confidential material. By transmitting or publishing any Referral, the User concedes to Zissmo the Referral’s full ownership, as if Zissmo had created, developed and published the Referral for its own purposes. Keep in mind that this is different from the user Content, analyzed below. Zissmo reserves the right to copy, use, reproduce, modify, adapt, translate, publish, license, distribute, sell or assign the Referral as it deems appropriate, including without restraint, a total or partial copy, create derivative works of the same, distribute and show any Referral of anyway, in any media or technology, known before or developed after, by itself or as a part of other works, or use the Referral in products or services of Zissmo or related to these. The user also acknowledges and accepts that User Referrals will not be returned, and Zissmo may use the Referrals, and any idea, concept or know how contents in these, without cash any money in payment concept or any other reward form, for any purpose, including, the development, production, distribution and marketing of products without restraint. As a matter of form, the procedure documents, and emails or other communications between Users will not be considered Referrals; Zissmo does not claim any right, title or interest attached to any of those documents or interactions.

If a User executes a Referral, the User declares and guarantees that the User is the owner or controls the rights attached to the Referral. The User also declares and guarantees that this Referral does not constitute or contain computer viruses, commercial campaigns, chain letters, mass emails, or any other form of spam. Users may not use any fake email, or impersonate any person or entity, or mislead Zissmo as to the origin of any Referral. The User commits to indemnify Zissmo for all complaints that may derive from, or arise to, the right to a Referral or any damages resulting from any Referral.

The Zissmo Platform allows the contents’ Referral or remitted communications by part of the Users (“User Content”) as well as hosting, sharing and/or publishing that User Content.

Zissmo does not or will not claim any User’s Content property or right. To show User’s Content in the Zissmo Platform, we require a User’s authorization to note that Zissmo will not appropriate this Content. However, the User understands that, regardless of the publication or not of that User’s Content, although Zissmo will try to maintain the confidentiality of any information assigned as confidential by a User, Zissmo does not guarantee the confidentiality of any User’s Content.

The User will be solely responsible for its Content and the consequences of publishing or disclosing it. Regarding the User’s Content, the User states, manifests and/or guarantees that: (i) the User owns or possesses all the licenses, rights, consents and permissions to use and authorize Zissmo to use all patent rights, trademarks, trade secret, copyrights or other property rights affect each and every User Contents to allow the inclusion and use of the User’s Content specified by the Zissmo Platform and these Terms and Conditions; and (ii) the User has the written consent, authorization and/or permission of the mentioned individuals in the User’s Content to use their names or other similar data of these individuals to allow the inclusion and use of the User’s Content according to the specifications of the Zissmo Platform and these Terms of Service.

By submitting the User’s Content to the Zissmo Platform, the User concedes to Zissmo a non-exclusive license, worldwide, copyright free, sublicensable and transferable to use, reproduce, distribute, elaborate derivative works of this, show and execute the User Content related to the Zissmo Platform and Zissmo business entity (and their successors), including without restraint, the promotion and redistribution of part or all of the Zissmo Platform (and derivative works of this) in any media format and through any media channel. In case of doing it, Zissmo will try to maintain the User’s Content confidentiality consequently with the User designation, but cannot guarantee that confidentiality again. The User also concedes to each Zissmo Platform User a non-exclusive license to access the User’s Content from the Zissmo Platform and to use, reproduce, distribute, elaborate derivative works of, show and execute that User Content to the extent permitted by the Zissmo Platform features and conform to these Terms and Conditions. The license as mentioned above given by the User expires when the User or Zissmo has to eliminate or delete any User’s Content of the Zissmo Platform.

The User agrees not to: (i) send material subject to copyright, protected under trade secret or subject in another way to third-parties’ property rights, including privacy and advertising rights, unless the User is the owner of those rights or has permission from the owner to publish the material and concede Zissmo all the licence rights granted by this; (ii) publish falsehoods or distortions that could damage Zissmo or any third-party; (iii) send illegal, obscene, defamatory, slanderous, threatening, pornographic, insulting, aggressive, offensive material from a racial or ethnic view, or that intend a possible criminal behaviour, that implies a public liability, violates any law or legal disposal or may be inappropriate in another way; (iv) publish announcements or advertising campaigns of the company; and (v) impersonate another person.

Zissmo does not support any User’s Content, opinions, recommendations, or proposals, and expressly disclaims all responsibility related to the User’s Content. Zissmo does not allow any intentional infraction of the intellectual property rights in its Zissmo Platform and will delete all correctly notified User’s Content, informing that User’s Content infringes the intellectual property rights of a third-party. Zissmo reserves the right to remove User’s Content without notice. Zissmo will suspend a User’s access to his/her Zissmo Platform if this one is a repeat infringer. Zissmo also reserves the right to decide if the User’s Content is appropriate and complies with these Conditions of service relative to different copyright and intellectual property laws infractions, for example, pornographic, obscene or defamatory material, or an excessive extension without restraint. Zissmo may remove that User’s Content and/or suspend User’s access for uploading that material in breach of these Conditions of service at any moment, at its absolute discretion and without notice.

If you are the copyright owner or agent and believe that any User’s Content or other Content may be infringing your copyright, you may send a notification according to the Digital Millennium Copyright Act (DMCA) providing our Copyright Agent the following written information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work that has allegedly been infringed or, if the notification is relative to multiple works protected by copyright in a single online site, a representative list of such works at that site;

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be eliminated, or whose access is to be disabled, and information reasonably sufficient to allow the service provider to locate the material;

Information to enable Zissmo to contact you, such as address, phone number and, if it is available, email;

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or by law; and

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.When you use the Zissmo Platform, you accept that the User’s Content origin is from different sources and Zissmo does not have responsibility for the precision, utility, security, or the intellectual property rights in relation to that User’s Content. You further understand and agree that you may be exposed to User's Content that is inexact, offensive, indecent or questionable, and agree to waive expressly, any right or legal resource or equity that you have or may have against Zissmo related to this, and commit to indemnify and exempt Zissmo, their owners/managers, affiliates and/or licentiates, of all responsibility, to the fullest extent permitted by law in all matters related to its use of the Zissmo Platform.

Registered User Information

Privacy
Zissmo commits to protect the Users’ privacy and has elaborated a detailed Privacy Policy that describes all our practices and procedures with your data. Privacy Policy is available at www.zissmo.com. Please read the Privacy Policy carefully before accepting this Agreement.

By joining or using Zissmo, you consent the compilation and use of your personal details and the sending of this information to the United States or other countries for processing and storing by Zissmo.

Zissmo Platform Limitations
Although our aim at Zissmo is offering you useful, steady and available benefits, we cannot guarantee that there will not be contingencies and difficulties, of technical or any other nature, that rarely could produce service interruptions or data loss. For this reason, the Zissmo Platform and all the Content and features contained in it are strictly provided "as is". By accepting these Terms and Conditions, you agree that Zissmo or any of their external service providers will assume any responsibility for delays in data transmission, data loss, service interruptions or User settings retention. If you want to read our policies related to the data protection, visit our Privacy Policy at http://www.zissmo.com.

Zissmo reserves the right to modify or interrupt, either temporarily or permanently, any part of the Zissmo Platform or all or part of its features at any moment and without notice. You agree that neither Zissmo nor any of external service providers will be responsible for any damage, including the loss of business opportunities, in the case of a long interruption.

Intellectual Property
All information and Content available on the Zissmo Platform and User aspect and experience, except all of the User’s Contents (defined in this document), including without restraint, trademarks, logos, service brands, copyright, text, graphics, button icons, images, video or audio recordings, data and software compilations, as well as the compilation and organization of these is property of Zissmo, their affiliates, partners or licentiates, or is used with the owner’s consent and is protected by the US and international laws, including the governing rules of copyright and trademarks. Law forbids the reproduction and use of any of these unless specific permission is granted for it in the Zissmo Platform or any way. Any unauthorized use may violate copyright laws, trademark laws, privacy and advertising laws, and/or regulations and decrees on communications of the United States, as well as other foreign laws and international treaties.

Trademarks, service brands, logos and other related symbols, including Zissmo (collectively, the “Trademarks”) that appear on the Zissmo Platform are registered and/or unregistered trademarks of Zissmo and other owners. Nothing contained in the Zissmo Platform shall be construed to give, by implication or another way, any right, license or property affect to any of the Trademarks without the prior and written corresponding permission of Zissmo or that third-party. All rights are expressly reserved and expressly belong to Zissmo. All misuse of any of the Trademarks shown in the Zissmo Platform, or any content of the Zissmo Platform, except for the arrangements of these Conditions of service is strictly forbidden. It is also warned you that Zissmo considers its intellectual property as one of its most valuable assets, and will defend it energetically to the full extent allowed by law.

Both Zissmo Platform and Zissmo’s Platform Content are presented “AS IS” for the information and only the Users’ personal use and may not be used, copied, reproduced, distributed, transmitted, issued, displayed, sold, licensed, or exploited in another way for other purposes, whatever they may be, without the prior and written consent of its respective owners. Zissmo reserves all not expressly granted rights to the Zissmo Platform and the Content. The User commits to not participate in the use, copy, or distribution of any Contents except those expressly allowed in this Agreement, including any use, copy or distribution of third-parties’ User Referrals that had been obtained through the Zissmo Platform for any commercial purpose. If the User downloads or prints Content for personal use, the User must save all copyright notifications and other notifications related to the property contained in this content. The User commits not to avoid, disable or interfere in any way with the corresponding security features in the Zissmo Platform or features that impede or limit the use or copy of any Content or that impose limitations to the Zissmo Platform use or its content. Zissmo does not make declarations nor offer express or implied warranties, about the Zissmo Platform or any associated hardware or software, including the Content or the functioning of any of these.

General Information

Liability exemption
ANY OF ZISSMO’S EMPLOYEES, OR THEIR AFFILIATES, RESPECTIVE MEMBERS, MANAGERS, ADVISORS, AGENTS, PROVIDERS OR LICENTIATES (COLLECTIVELY, THE ZISSMO PARTIES) OFFER GUARANTEES OR STATEMENTS ABOUT ZISSMO PLATFORM OR ITS CONTENTS, INCLUDING WITHOUT RESTRAINT, ITS ACCURACY, INTEGRITY, OPPORTUNITY OR RELIABILITY. NONE OF THE ZISSMO PARTIES SHALL BE SUBJECT TO ANY RESPONSIBILITY FOR THE VERACITY, ACCURACY OR INTEGRITY OF ANY INFORMATION AVAILABLE ON OR THROUGH, THE ZISSMO PLATFORM, BY ERRORS, FAILURES OR OMISSIONS IN ITSELF OR BY DELAYS OR INTERRUPTIONS IN THE DATA STREAM OR INFORMATION BY ANY GIVEN REASON. YOU ACCEPT THAT YOUR USE OF THE ZISSMO PLATFORM IS UNDER YOUR OWN RESPONSIBILITY.

ZISSMO OFFERS THIS ZISSMO PLATFORM AS A RESOURCE FOR USERS INTERESTED IN THE INVESTMENT IN EARLY STAGES OF TECH BUSINESSES AND STARTUPS, BUT ZISSMO DOES NOT GIVE ADVICE TO BUSINESSES, NOR INVESTMENT ADVICE, TAX ADVICE OR LEGAL ADVICE TO ANYONE WHO USES THE ZISSMO PLATFORM. ZISSMO DOES NOT DECLARE ITSELF, NOR IS IT, STOCKBROKER, INTERMEDIARY OR INVESTMENT ADVISOR, AND NOTHING IN THIS DOCUMENT SHALL CONSTITUTE A SALE OR SALE OFFER OR RECOMMENDATION ON SECURITIES. ZISSMO DOES NOT MAKE INVESTMENTS. EACH PLATFORM USER TAKES HIS/HER OWN INVESTMENT DECISIONS ACCORDING TO ITS INVESTIGATIONS WITH CAUTION AND OTHER PERSONAL INVESTMENT CRITERIA. ZISSMO IS NOT RESPONSIBLE FOR, AND WILL NOT HAVE ANY RESPONSIBILITY FOR, THE ACTIONS OR OMISSIONS OF ANYONE WHO USES THE ZISSMO PLATFORM. AS A CONDITION FOR USING ZISSMO PLATFORM, BY THE PRESENT YOU REFUSE AND EXEMPT ZISSMO FROM EACH AND EVERY COMPLAINT, DISPUTES OR OTHER RIGHTS THAT YOU MAY HAVE AGAINST ANY ZISSMO PART WHICH MAY DERIVE FROM, OR ARISE TO, THE REFERRAL AND REVIEW OF ANY ARRANGED MATERIAL IN THE ZISSMO PLATFORM.

ZISSMO DOES NOT ASSUME ANY CONFIDENTIALITY OBLIGATION, NON-DISCLOSURE OR RIGHT LOSS BY MISUSE, EXCEPT FOR THE EXPLICITLY PROVIDED IN OUR PRIVACY POLICY.

IN ANY CASE THE ZISSMO PARTS SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE (INCLUDING WITHOUT RESTRAINT, INCIDENTAL AND COLLATERAL DAMAGES, LOST PROFITS, OR RESULTANT DAMAGES OF DATA LOSSES OR BUSINESS INTERRUPTIONS) MADE BY THE USE OF A PERSON OR ENTITY, OR BY ITS INABILITY TO USE THE ZISSMO PLATFORM, OR OF THE REFERRAL OF ANY MATERIAL THROUGH THE ZISSMO PLATFORM, BASED ON A WARRANTY, CONTRACT, GRIEVANCE (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ONE OF THE ZISSMO PARTS HAD BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES.

Some states do not allow the implied warranties exclusion or liability limitation for incidental or collateral damages, so some limitations and exclusions mentioned above may not apply to you. IN THOSE STATES, THE RESPONSIBILITY OF THE ZISSMO PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Compensation

At the request of Zissmo, the User commits to defend, indemnify and exempt Zissmo, its shareholders, partners, affiliates, advisors, directors, subsidiaries, employees, agents, licentiates, distributors and content providers of any damage, legal responsibility, complaints and expenses, including without restraint, fees and spendings of lawyers that may derive from, or arise to, directly or indirectly, any misuse of the Zissmo Platform or breach of this Agreement by the User.

Termination

Zissmo reserves the right to suspend or finish these Terms and Conditions and/or all User access to the Zissmo Platform at any moment and without notice according to its exclusive criterion.

Entire Agreement/Severability

These Conditions of service with the Privacy Notice and any other legal notice published by Zissmo on the Zissmo Platform will constitute the whole agreement between you and Zissmo regarding the Zissmo Platform. If any provision of these Terms and Conditions is invalid by the decision of a court of competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of these Terms and Conditions, which will continue having full validity and effect. Any renounce to any provision of these Terms and Conditions is considered an additional or continuous renounce to that condition or any other condition, and the absence of Zissmo’s demand of any right or provision of these Terms and Conditions will not constitute any renounce to that right or provision.

Arbitration

You agree that: (i) the Zissmo Platform will be considered as a single seat in the Netherlands; and (ii) the Zissmo Platform will be considered a passive website that will not lead to personal jurisdiction about Zissmo, either specific or general, in other domains than the Netherlands. These, however, we could leave it in the hands of arbitral tribunals of the Netherlands or another country. The Terms and Conditions will be governed by the internal substantive laws of Netherlands, without reference to conflicts of law principles. All disputes that may arise to this Agreement will be finally settled by arbitration signed in the Netherlands, under the commercial arbitration rules of the European Arbitration Association. Both parties will equally assume the arbitration costs (excluding fees and contracting spendings of lawyers). All arbitrator (or arbitrators) decisions shall be definitive and binding for both parties and may be judicially asserted in any court of the competent jurisdiction.

Terms and Conditions Modifications

Zissmo may change these Terms and Conditions at any moment and according to its exclusive criterion. The modified Terms and Conditions will have an immediate effect after the publication of the new Terms and Conditions, and by using the Zissmo Platform, you agree to the new Terms and Conditions. Zissmo will notify you at least ten (10) days in advance before carrying into effect any significant change. If you disagree with the modified Terms and Conditions, your only option will be to stop using the Zissmo Platform.

THE USER ACKNOWLEDGES THAT HE/SHE HAS READ THE PRESENT AGREEMENT, UNDERSTANDS AND ACCEPTS TO BE BOUND BY ITS TERMS AND CONDITIONS. THE USER FURTHER ACKNOWLEDGES THAT IT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE USER AND ZISSMO, WHICH REPLACES ALL PRIOR PROPOSAL OR AGREEMENT, WRITTEN OR ORAL, AS WELL AS ANY OTHER COMMUNICATION BETWEEN THE USER AND ZISSMO RELATED TO THESE TERMS AND CONDITIONS.

If you have any question about these Terms and Conditions, send an email to Zissmo.